We are Yahoo (YHOO) shareholders. Which means we've got a vote coming up.

Specifically, assuming Jerry & Co. don't whip a deal out of their sleeves, we have about seven weeks to make up our minds whether to vote for Jerry at the August 1 board meeting--or vote for Carl Icahn and get Jerry fired.

Why? Not because we have something against Carl or because we're happy with the way Yahoo's been run or because we think Jerry's been doing a spectacular job. On the contrary: We're appalled by the coma Yahoo slipped into when Terry Semel was (sleeping) at the helm, and we think Jerry blew the Microsoft negotiations. We've also enjoyed Carl's artful belly-aching in the last few weeks ("the only way to salvage Yahoo...").

No, we're not voting for Carl Icahn's slate because his whole proxy fight is based on the presumption that, once he has seized control, he can get Microsoft to buy Yahoo for $33. And we think that's a Hail Mary.

We think there is some chance that Microsoft might be persuaded to buy Yahoo for $30+ in the next month or so--before the shareholder meeting. But if we were Microsoft, and we saw Carl Icahn decapitate Yahoo's management in a proxy fight, we would immediately assume that we would soon be able to buy the whole kit and kaboodle for no more than $25.

Why?

Because Carl Icahn has no idea what to do with Yahoo other than to sell it to Microsoft.

Who's going to run Yahoo when Jerry gets defenestrated? Frank Biondi? What is Carl going to say to Steve Ballmer when he charges up to Redmond for his first post-mutiny negotiating session: "You're now going to buy us for $33+ or I'll... or I'll..." ?

Right now, Yahoo and Carl Icahn have some negotiating leverage over Microsoft: They can still try to create the fiction possibility that Yahoo and Google might do a search deal together. A Yahoo-Google search deal would render Microsoft's search business the equivalent of Hillary Clinton's current campaign for president: all over but the "concession" party. (If Microsoft can manage to get ahold of Yahoo, meanwhile, its search business will be the equivalent of Hillary's campaign for president three months ago, when her eventual loss was clear to everyone but her.)

The moment Carl Icahn takes over the company, however, all that leverage disappears. By then, if there ever was a Google deal, the failure to get it signed will have shown that it was always smoke and mirrors. The humongous severance deal Jerry put into place, meanwhile, will mean that most of Yahoo's senior executives will just take the money and run. (No, they can't just "quit" and get the money. But it won't be hard for them to argue that Carl & Co. have changed their jobs or otherwise triggered one of the apparently weak provisions of the severance plan.) Which means that Carl will be left with:

A Frank Biondi-managed troubled company with a few thousand befuddled employees.

One plan, which is to sell to a company whose CEO is not brain dead.

If you were Steve Ballmer in that situation, what would YOU do? That's right: Wait until Yahoo blew the third quarter. At which point, $25 might look like a nice price even to Carl Icahn.

So, no, we're not voting our shares for Carl. Unless--and it's a long shot--he can persuade us that, when Microsoft tells him to get lost, he has some other compelling plan to create shareholder value. And, as yet, we haven't heard a peep to that extent.